Amer Sports Corporation
STOCK EXCHANGE RELEASE
March 8, 2019 at 12.20 p.m. (EET)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR IN ANY OTHER
JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
Preliminary results of Mascot Bidco Oy's voluntary recommended cash tender offer
for all the shares in Amer Sports Corporation
Mascot Bidco Oy (the "Offeror") has on December 20, 2018 commenced a voluntary
public cash tender offer recommended by the Board of Directors of Amer Sports
Corporation ("Amer Sports") to purchase all the issued and outstanding shares in
Amer Sports that are not held by Amer Sports or any of its subsidiaries (the
"Tender Offer"). The acceptance period of the Tender Offer commenced on December
20, 2018 at 9:30 a.m. (Finnish time) and, following the extension announced on
February 21, 2019, the acceptance period expired on March 7, 2019 at 4:00 p.m.
(Finnish time) (the "Offer Period").
The Offeror has today announced that according to the preliminary results of the
Tender Offer, the shares tendered into the Tender Offer represent approximately
94.38 percent of all the shares and votes in Amer Sports (excluding shares held
by Amer Sports or any of its subsidiaries).
According to the Offeror's announcement, provided that the final results of the
Tender Offer confirm that the shares tendered into the Tender Offer represent
more than 90 percent of all the outstanding shares and votes in Amer Sports and
all other conditions to completion of the Tender Offer, as set forth in the
terms and conditions of the Tender Offer, continue to be fulfilled at such time
or are waived, the Offeror will complete the Tender Offer in accordance with its
terms and conditions.
According to the Offeror's announcement, the Offeror will confirm and announce
the final results of the Tender Offer on or about March 12, 2019. In connection
with the announcement of the final results, and provided that the Tender Offer
will be completed, the Offeror intends to open a subsequent Offer Period
commencing on a date to be announced in the final result announcement, as
referred to in the terms and conditions of the Tender Offer.
According to the Offeror's announcement, the Offeror and/or members of the
Investor Consortium may purchase shares in Amer Sports on or after the date of
the announcement and during and after any subsequent Offer Period in public
trading on Nasdaq Helsinki or otherwise outside the Tender Offer.
The Offeror's announcement referred to above is attached in its entirety as
Appendix 1 to this stock exchange release.
For further information, please contact:
Samppa Seppälä, Head of Corporate Communications and IR
Amer Sports Corporation
Tel. +358 50 568 0533
DISTRIBUTION
Nasdaq Helsinki
Main media
www.amersports.com
AMER SPORTS
Amer Sports (www.amersports.com) is a sporting goods company with
internationally recognized brands including Salomon, Arc'teryx, Peak
Performance, Atomic, Mavic, Suunto, Wilson and Precor. The company's technically
advanced sports equipment, footwear, and apparel improve performance and
increase the enjoyment of sports and outdoor activities. The Group's business is
balanced by its broad portfolio of sports and products and a presence in all
major markets. Amer Sports shares are listed on the Nasdaq Helsinki stock
exchange (AMEAS).
Forward-Looking Statements
This stock exchange release contains statements that, to the extent they are not
historical facts, constitute "forward-looking statements". Forward-looking
statements include statements concerning plans, expectations, projections,
objectives, targets, goals, strategies, future events, future revenues or
performance, capital expenditures, financing needs, plans or intentions relating
to acquisitions, competitive strengths and weaknesses, plans or goals relating
to financial position, future operations and development, business strategy and
the trends in the industries and the political and legal environment and other
information that is not historical information. In some instances, they can be
identified by the use of forward-looking terminology, including the terms
"believes", "intends", "may", "will" or "should" or, in each case, their
negative or variations on comparable terminology. By their very nature, forward-
looking statements involve inherent risks, uncertainties and assumptions, both
general and specific, and risks exist that the predictions, forecasts,
projections and other forward-looking statements will not be achieved. Given
these risks, uncertainties and assumptions, investors are cautioned not to place
undue reliance on such forward-looking statements. Any forward-looking
statements contained herein speak only as at the date of this stock exchange
release.
Information for U.S. Shareholders
The Tender Offer is being made for the securities of Amer Sports, a public
limited liability company incorporated under Finnish law, and is subject to
Finnish disclosure and procedural requirements, which are different from those
of the United States of America. The Tender Offer will be made in the United
States of America in compliance with Section 14(e) of the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable rules
and regulations promulgated thereunder, including Regulation 14E (subject to any
exemptions or relief therefrom, if applicable) and otherwise in accordance with
the requirements of Finnish law. Accordingly, the Tender Offer will be subject
to disclosure and other procedural requirements, including with respect to the
Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions
and timing of payments that are different from those applicable under U.S.
domestic tender offer procedures and laws.
To the extent permissible under applicable laws and regulations, including Rule
14e-5 under the Exchange Act, and in accordance with normal Finnish practice,
the Offeror and its affiliates or its broker and its broker's affiliates (acting
as agents or on behalf of the Offeror or its affiliates, as applicable) may from
time to time after the date of this stock exchange release, and other than
pursuant to the Tender Offer, directly or indirectly purchase, or arrange to
purchase shares of Amer Sports or any securities that are convertible into,
exchangeable for or exercisable for shares of Amer Sports. These purchases may
occur either in the open market at prevailing prices or in private transactions
at negotiated prices. In no event will any such purchases be made for a price
per share that is greater than the price offered in the Tender Offer. To the
extent information about such purchases or arrangements to purchase is made
public in Finland, such information will be disclosed by means of a press
release or other means reasonably calculated to inform U.S. shareholders of Amer
Sports of such information. No purchases will be made outside of the Tender
Offer in the United States of America by or on behalf of the Offeror or its
affiliates. In addition, the financial advisors to the Offeror may also engage
in ordinary course trading activities in securities of Amer Sports, which may
include purchases or arrangements to purchase such securities. To the extent
required in Finland, any information about such purchases will be made public in
Finland in the manner required by Finnish law.
The receipt of cash pursuant to the Tender Offer by a U.S. holder of Amer Sports
shares may be a taxable transaction for U.S. federal income tax purposes and
under applicable state and local, as well as foreign and other tax laws. Each
holder of Amer Sports shares is urged to consult his independent professional
advisor regarding the tax consequences of accepting the Tender Offer.
Neither the U.S. Securities and Exchange Commission nor any securities
commission of any state of the United States has (a) approved or disapproved the
Tender Offer, (b) passed upon the merits or fairness of the Tender Offer, or (c)
passed upon the adequacy or accuracy of the disclosure in this stock exchange
release. Any representation to the contrary is a criminal offence in the United
States.
American Depositary Shares and American Depositary Receipts
Amer Sports has in place an ADR program in respect of its shares. The Tender
Offer will not be made for the ADSs, nor for the ADRs. However, the Tender Offer
will be made for the shares underlying the ADSs. Holders of ADSs and ADRs are
encouraged to consult with the appropriate depositary regarding the tender of
shares that are represented by ADSs.
THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA OR
SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW.
THIS STOCK EXCHANGE RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT
CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS
STOCK EXCHANGE RELEASE IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO
SELL ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER
OFFER, IN CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE
TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A
TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY
JURISDICTION WHERE EITHER THE TENDER OFFER OR ACCEPTANCE THEREOF IS PROHIBITED
BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER
REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER
DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAW.
Other Matters
Goldman Sachs International, which is authorized by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for Amer
Sports and no one else in connection with the Tender Offer and the matters set
out in this announcement, and will not be responsible to anyone other than Amer
Sports for providing the protections afforded to clients of Goldman Sachs
International, or for giving advice in connection with the Tender Offer or any
matter or arrangement referred to in this announcement.
Appendix 1
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